MTR KEMP & BEATLEY (GARDSTEIN)


64 N.Y.2d 63 (1984)

In the Matter of the Judicial Dissolution of Kemp & Beatley, Inc. Seymour Gardstein et al., Respondents; Kemp & Beatley, Inc., Appellant.

Court of Appeals of the State of New York.

Decided November 29, 1984.


Attorney(s) appearing for the Case

Jerome M. Lasky, David B. Eizenman and Ira Schreck for appellant.

Arthur H. Sobel and Richard L. Herzfeld for respondents.

Judges JASEN, JONES, WACHTLER, MEYER and SIMONS concur; Judge KAYE taking no part.


Chief Judge COOKE.

When the majority shareholders of a close corporation award de facto dividends to all shareholders except a class of minority shareholders, such a policy may constitute "oppressive actions" and serve as a basis for an order made pursuant to section 1104-a of the Business Corporation Law dissolving the corporation. In the instant matter, there is sufficient evidence to support the lower...

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